1
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Period Ended June 1, 1996
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 for the Transition Period From ________________ to
_______________
Commission file number 0-21800
NORWOOD PROMOTIONAL PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
TEXAS 74-2553074
----- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
70 N.E. LOOP 410, SUITE 295 SAN ANTONIO, TEXAS 78216
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(Address of Principal executive offices) (Zip Code)
(210) 341-9440
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
Applicable Only to Issuers Involved in Bankruptcy
Proceedings During the Preceding Five Years
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by the court. Yes No
----- -----
Applicable Only to Corporate Issuers
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 5,611,571 shares of Common
Stock, no par value, as of July 8, 1996.
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NORWOOD PROMOTIONAL PRODUCTS, INC.
INDEX TO FORM 10-Q
QUARTER ENDED JUNE 1, 1996
PAGE NO.
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PART I. Financial Information
Item 1. Interim Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Statements of Income 3
Condensed Consolidated Balance Sheets 4
Consolidated Statements of Cash Flows 5
Consolidated Statements of Shareholders' Equity 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis 9
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 18
Index to Exhibits 19
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NORWOOD PROMOTIONAL PRODUCTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED NINE MONTHS ENDED
------------------ -----------------
June 1, June 3, June 1, June 3,
1996 1995 1996 1995
-------- -------- --------- ----------
Sales $ 45,034 $ 29,995 $ 108,488 $ 72,229
Cost of sales 31,379 20,059 75,749 49,549
-------- -------- --------- ----------
Gross profit 13,655 9,936 32,739 22,680
Operating expenses 8,747 6,157 23,487 15,627
-------- -------- --------- ----------
Operating income 4,908 3,779 9,252 7,053
Interest expense 765 1,138 2,634 2,476
-------- -------- --------- ----------
Income before income taxes 4,143 2,641 6,618 4,576
Provision for income taxes 1,617 1,059 2,647 1,903
-------- -------- --------- ----------
Net income $ 2,526 $ 1,582 $ 3,971 $ 2,674
======== ======== ========= ==========
Net income per common share:
Primary $0.44 $0.44 $0.82 $0.74
Fully Diluted 0.44 0.44 0.82 0.74
Weighted average number
of common shares
outstanding:
Primary 5,767 3,610 4,869 3,610
Fully Diluted 5,767 3,610 4,869 3,610
See accompanying notes.
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NORWOOD PROMOTIONAL PRODUCTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED, IN THOUSANDS)
JUNE 1, SEPTEMBER 2,
1996 1995
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ASSETS
Current Assets:
Cash and cash equivalents $ 1,450 $ 2,174
Accounts receivable 24,544 17,001
Other receivables 366 492
Inventories 31,017 23,913
Prepaid expenses and other current assets 2,612 1,916
---------- --------
Total current assets 59,989 45,496
Property, plant and equipment, net 18,975 12,090
Goodwill 35,827 30,443
Deferred income taxes 249 249
Other assets 7,976 6,581
---------- --------
Total assets $123,016 $ 94,859
========== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Trade accounts payable $ 9,635 $ 5,803
Accrued liabilities 4,284 4,246
Income taxes payable 812 866
Current portion of long term debt 4,623 3,498
---------- --------
Total current liabilities 19,354 14,413
Long-term debt, excluding current portion 46,477 59,412
Shareholders' equity:
Common stock, no par value; 20,000,000 shares authorized;
5,613,001 and 3,541,638 shares issued and 5,611,571 and 3,540,208 shares
outstanding at June 1, 1996 and September 2, 1995, respectively 51,557 19,617
Additional paid-in capital 369 369
Less cost of treasury stock, 1,430 shares at June 1, 1996
and September 2, 1995, respectively (8) (8)
Retained earnings 5,281 1,310
---------- --------
57,199 21,288
Less receivables for purchase of common stock (14) (254)
---------- --------
Total shareholders' equity 57,185 21,034
---------- --------
Total liabilities and shareholders' equity $ 123,016 $ 94,859
========== ========
See accompanying notes.
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NORWOOD PROMOTIONAL PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
NINE MONTHS ENDED
------------------------
JUNE 1, JUNE 3,
1996 1995
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OPERATING ACTIVITIES
Net income $ 3,971 $ 2,674
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation 2,064 1,435
Amortization 2,522 1,483
(Gain) loss on sale of property & equipment (20) 4
Changes in operating assets and liabilities, net of effect of
acquisitions:
Accounts receivable, net (3,964) (2,597)
Inventory (2,150) (1,805)
Prepaid expenses and other (523) (390)
Other receivables 261 (97)
Trade accounts payable (354) (67)
Accrued liabilities (380) (469)
Income taxes payable (55) 494
---------- ---------
Net cash provided by operating activities 1,372 665
INVESTING ACTIVITIES
Business acquisitions, net of cash (17,736) (15,991)
Purchase of property, plant & equipment (3,116) (1,603)
Proceeds from sale of property, plant & equipment 27 --
---------- ---------
Net cash used in investing activities (20,825) (17,594)
FINANCING ACTIVITIES
Proceeds from long term debt 50,450 33,950
Payments on long term debt (62,915) (16,639)
Sale of common stock -- 3
Debt refinancing fees (36) --
Payments on purchase of common stock 240 --
Proceeds from stock offering 30,990 --
---------- ---------
Net cash provided by financing activities 18,729 17,314
---------- ---------
Net change in cash (724) 385
Cash at beginning of period 2,174 486
---------- ---------
Cash at end of period $ 1,450 $ 871
========== =========
See accompanying notes.
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NORWOOD PROMOTIONAL PRODUCTS, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(UNAUDITED, IN THOUSANDS)
ADDITIONAL RECEIVABLES FOR PURCHASES TOTAL
COMMON STOCK PAID-IN RETAINED PURCHASES OF OF TREASURY SHAREHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS COMMON STOCK STOCK EQUITY
-------- --------- ----------- ---------- --------------- ---------- -------------
Balance at September 2, 1995 3,542 $19,617 $369 $1,310 $(254) $(8) $21,034
Payment on Purchase of
Common Stock 240 240
Stock Offering 2,015 30,990 30,990
Conversion of Debt to
Common Stock 56 950 950
Net Income 3,971 3,971
----- ------- ---- ------ ---- --- -------
Balance at June 1, 1996 5,613 $51,557 $369 $5,281 $(14) $(8) $57,185
===== ======= ==== ====== ==== === =======
See accompanying notes.
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NORWOOD PROMOTIONAL PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 1, 1996 AND JUNE 3, 1995
1. SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements include the accounts of Norwood
Promotional Products, Inc. and its directly and indirectly wholly-owned
subsidiaries, Air-Tex Corporation ("Air-Tex"), ArtMold Products Corporation
("ArtMold"), Barlow Promotional Products, Inc. ("Barlow"), Key Industries,
Inc. ("Key"), Radio Cap Company, Inc. ("RCC"), and Norcorp, Inc. ("Norcorp")
(collectively referred to as "the Company") and have been presented in
accordance with the reporting requirements for interim financial statements.
Such requirements do not include all of the disclosures normally required by
generally accepted accounting principles or those normally made in an Annual
Report of the registrant on Form 10-K. The information furnished herein
reflects all adjustments which, in the opinion of management, are of a normal
recurring nature and necessary for a fair statement of the results of interim
periods. Such results for interim periods are not necessarily indicative of
the results to be expected for a full year, principally due to seasonal
fluctuations in product line revenue.
2. ACQUISITION
Effective as of April 1, 1996, the Company acquired substantially all
the assets of Alpha Products, Inc. ("Alpha"). In connection with the
acquisition of Alpha, for approximately $6,675,000 in cash and the assumption
of certain operating liabilities, the Company acquired assets with a value of
approximately $9,843,000 and assumed or incurred liabilities of approximately
$3,168,000. Alpha is a supplier of promotional products. The condensed
pro-forma results of operations presented below summarize on an unaudited
pro-forma basis approximate results of the Company's consolidated operations
for the nine months ended June 1, 1996 and the nine months ended June 3, 1995,
assuming that the acquisition of Air-Tex, BTS Group, Designer Plastics, Inc.,
Ocean Specialty Manufacturing Corporation, TEE-OFF and Alpha occurred at the
beginning of the period.
(in thousands, except per share amounts)
NINE MONTHS NINE MONTHS
ENDED ENDED
JUNE 1, JUNE 3,
1996 1995
------------- -------------
Net sales $124,585 $119,501
Operating income 9,519 7,680
Income before taxes 6,266 2,689
Net income 3,786 1,560
Primary earnings per share $0.78 $0.43
Fully-diluted earnings per shar $0.78 $0.43
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3. INVENTORIES
Inventories at June 1, 1996 and September 2, 1995 consist of (in
thousands):
JUNE 1, SEPTEMBER 2,
1996 1995
------- -------
Raw materials $10,357 $ 4,772
Work in process 1,285 1,061
Finished goods 19,375 18,080
------- -------
Total $31,017 $23,913
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NORWOOD PROMOTIONAL PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
GENERAL
The following is Management's discussion and analysis of the results
of operations and financial condition of Norwood Promotional Products, Inc. and
its subsidiaries ("the Company") during the periods included in the
accompanying consolidated financial statements. The discussion below relates
to material changes in the results of operations for the three and nine months
ended June 1, 1996 as compared to the same period ended June 3, 1995, and to
material changes in the financial condition of the Company occurring since the
prior fiscal year end of September 2, 1995 as well as the acquisitions of The
Bob Allen Companies, Inc. (acquired in March 1995 and subsequently renamed
Air-Tex), Designer Plastics, Inc. (acquired in June 1995), BTS Group (acquired
in July 1995), Ocean Specialty Manufacturing Corporation (acquired in November
1995), TEE-OFF Enterprises, Inc. (acquired in January 1996) and Alpha
Products, Inc. (acquired in April 1996) (collectively referred to as the "fiscal
1995 and fiscal 1996 acquisitions"). Reference is made to Management's
Discussion and Analysis of Financial Condition and Results of Operations
included in the Company's Annual Report on Form 10-K for the year ended
September 2, 1995 for further details regarding the significant factors
affecting the results of operations and financial condition of the Company.
THREE MONTHS ENDED JUNE 1, 1996 COMPARED WITH THREE MONTHS ENDED JUNE 3, 1995
Sales for the third quarter of fiscal 1996 increased 50.1% to $45.0
million from $30.0 million in the third quarter of fiscal 1995. Of this
increase, $2.7 million was attributable to increased sales of existing product
lines, and $12.3 million was due to the fiscal 1995 and fiscal 1996
acquisitions. The $2.7 million increase in existing product line sales was
largely attributable to the success of new product introductions at Radio Cap
Company, Inc. ("RCC").
Gross Profit for the third quarter of fiscal 1996 increased by 37.4%
or $3.8 million to $13.7 million, from $9.9 million in the third quarter of
fiscal 1995. This increase was attributable to strong internal growth at RCC
and Barlow Promotional Products, Inc. ("Barlow") and the fiscal 1995 and fiscal
1996 acquisitions. Gross profit as a percentage of sales decreased by 2.8%.
This decrease was attributable to fiscal 1996 acquisitions of businesses which
operate with lower gross profit percentages than the Company's existing
businesses.
In the third quarter of fiscal 1996 operating expenses increased by
40.3% or $2.5 million to $8.7 million, from $6.2 million in the third quarter
of fiscal 1995. This increase was attributable to the fiscal 1995 and fiscal
1996 acquisitions. Operating expenses as a percentage of sales decreased by
1.1% or $495,000. This decrease was due to the acquisition of companies with
lower overhead structures.
Operating income in the third quarter of fiscal 1996 increased by
28.9% or $1.1 million to $4.9 million from $3.8 million in the third quarter of
fiscal 1995. Operating income as a percentage of sales decreased by 1.7%.
Interest expense was $765,000 during the third quarter of fiscal 1996
compared to $1.1 million in the third quarter of fiscal 1995. This decrease
was attributable to lower effective interest rates and the use of December 1995
stock offering proceeds to pay down debt, offset by borrowings used to finance
the fiscal 1995 and fiscal 1996 acquisitions.
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The Company's tax rate has decreased as a percentage of pre-tax income
due to improved operating performance at subsidiaries in lower taxing
authorities.
As a result of the above, third quarter net income increased $944,000
to $2.5 million from $1.6 million in the third quarter of fiscal 1995.
NINE MONTHS ENDED JUNE 1, 1996 COMPARED WITH NINE MONTHS ENDED JUNE 3, 1995
Sales for the first nine months of fiscal 1996 increased by 50.3% to
$108.5 million from $72.2 million in the first nine months of fiscal 1995. Of
this increase, $5.8 million was attributable to increased sales of existing
product lines, and $30.5 million was due to the fiscal 1995 and fiscal 1996
acquisitions. The $5.8 million increase in existing product lines sales was
largely attributable to the success of new product introductions at RCC.
Gross profit for the first nine months of fiscal 1996 increased by
44.1% or $10.0 million to $32.7 million from $22.7 million in the first nine
months of fiscal 1995. This increase was attributable to strong internal
growth at RCC and Barlow and the fiscal 1995 and fiscal 1996 acquisitions.
Gross profit as a percentage of sales decreased by 1.2%. This decrease was
attributable to fiscal 1996 acquisitions of businesses which operate with
lower gross profit percentages than the Company's existing businesses.
In the first nine months of fiscal 1996 operating expenses increased
by 50.6% or $7.9 million to $23.5 million from $15.6 million. This increase
was attributable to the fiscal 1995 and fiscal 1996 acquisitions. Operating
expenses as a percentage of sales remained flat.
Operating income in the first nine months of fiscal 1996 increased by
31.0% or $2.2 million to $9.3 million from $7.1 million in the first nine
months of fiscal 1995. Operating income as a percentage of sales decreased by
1.3%.
Interest expense was $2.6 million during the first nine months of
fiscal 1996 compared to $2.5 million in the first nine months of fiscal 1995.
This decrease was attributable to lower effective interest rates and the use of
December 1995 stock offering proceeds to pay down debt, offset by borrowings
used to finance the fiscal 1995 and fiscal 1996 acquisitions.
The Company's tax rate has decreased as a percentage of pre-tax income
due to improved operating performance at subsidiaries in lower taxing
authorities.
As a result of the above, net income for the first nine months of 1996
increased $1.3 million to $4.0 million from $2.7 million in the first nine
months of fiscal 1995.
LIQUIDITY AND CAPITAL RESOURCES
As of June 1, 1996, total outstanding borrowings under the Company's
existing bank credit facility (the "Bank Credit Facility") with The Frost
National Bank, The Boatmen's National Bank of St. Louis and Banque Paribas were
approximately $36.4 million. On December 20, 1995, the Company completed the
sale of 2,015,481 shares of Common Stock in a public offering. The net
proceeds of this offering of approximately $31.0 million were used to repay
indebtedness under the Bank Credit Facility. The Company may, subject to
certain conditions, reborrow such amounts from time to time for general
corporate purposes, including financing future acquisitions.
The Bank Credit Facility provides for aggregate borrowings of up to
$60.0 million ($1.6 million of which has been repaid as required per the
agreement and is therefore unavailable for reborrowing),
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comprised of a $20.0 million revolving credit facility ($13.3 million
outstanding at June 1, 1996), a $21.5 million term loan facility ($8.4 million
outstanding at June 1, 1996) and an $18.5 million acquisition loan facility
($14.7 million outstanding at June 1, 1996). The revolving loan facility is
available to finance acquisitions and for working capital and general corporate
purposes. The acquisition loan facility is available to finance acquisitions.
If available amounts are not reborrowed under the term loan facility or the
acquisition loan facility before October 15, 1996 or December 31, 1996,
respectively, the commitments thereunder will expire.
Pursuant to the terms of the Bank Credit Facility, the Company is
required to maintain certain financial ratios and minimum tangible net worth
and is subject to a prohibition on dividends, and limitations on additional
indebtedness, liens, investments, issuance of stock of subsidiaries, changes in
management and ownership, mergers and acquisitions, sale/leaseback transactions
and sales of assets. An event of default occurs under the Bank Credit Facility
if any person becomes the owner of more than 35.0% of the outstanding capital
stock of the Company, or if within a 12-month period, a majority of the
Company's Board of Directors shall be comprised of new directors. The Company
is required to make quarterly amortization payments on certain amounts
outstanding under the Bank Credit Facility. The final maturity of the Bank
Credit Facility is July 31, 2000.
Amounts outstanding under the Bank Credit Facility bear interest at a
rate equal to either the agent bank's prime rate or the London Interbank
Offered Rate, plus an interest rate spread which varies based on the ratio of
the Company's Consolidated Senior Funded Debt to Earnings Before Interest Taxes
and Depreciation (as such terms are defined in the Bank Credit Facility).
Indebtedness under the Bank Credit Facility is secured by a first lien priority
security interest in substantially all the assets of the Company, including a
pledge of the stock of each of the Company's subsidiaries. Additionally, any
entities and assets acquired with financing under the Bank Credit Facility will
serve as security. Borrowings under the Bank Credit Facility are jointly and
severally guaranteed by all subsidiaries acquired or created by the Company.
WORKING CAPITAL AND CAPITAL EXPENDITURES
Capital expenditures were approximately $1.2 million and $328,000 for
the third quarter of 1996 and 1995, respectively, and $3.1 million and $1.6
million for the nine months ended June 1, 1996 and June 3, 1995, respectively.
The increase in capital expenditures was primarily due to the inclusion of
expenditures related to fiscal 1995 and fiscal 1996 acquisitions. Management
expects capital expenditures to be approximately $3.5 million in fiscal 1996.
The Company's principal capital needs will be to finance any future
acquisitions and ongoing capital expenditures. Although the Company currently
believes that cash flow from operations and available borrowings under the Bank
Credit Facility will be sufficient to meet the Company's working capital and
capital expenditure requirements and future debt service obligations for at
least the next 18 months, there can be no assurance that this will be the case.
The Company believes its fiscal 1996 capital expenditure requirements will be
approximately $3.5 million, but there can be no assurance that this will be the
case. The Company anticipates that such capital expenditures will be required
primarily to acquire additional processing equipment, management information
systems, furniture and fixtures and leasehold improvements.
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NORWOOD PROMOTIONAL PRODUCTS, INC.
FORM 10-Q FOR THE QUARTER ENDED JUNE 1, 1996
PART II
Item 6. Exhibits and Reports on Form 8-K
6(a) Exhibits:
3.1 -- Articles of Incorporation of the Registrant, as amended (1)
3.2 -- Bylaws of the Registrant, as amended. (11)
4.0 -- Specimen stock certificate evidencing the Common Stock. (1)
10.0 -- Amended and Restated 1989 Incentive Stock Option Plan of the
Registrant dated October 3, 1989. (2)
10.1 -- 1993 Non-qualified Stock Option Plan of the Registrant dated
June 4, 1993. (1)
10.2 -- 1993 Non-Employee Director Stock Purchase Plan of the
Registrant dated November 8, 1993. (3)
10.3 -- 1994 Incentive Stock Compensation Plan of the Registrant dated
November 14, 1994. (4)
10.4 -- Employee Stock Purchase Plan of the Registrant dated May 18,
1995, as amended and restated effective as of May 9, 1996. *
10.5 -- Employee 401(k) Plan, dated as of October 1, 1995, as
amended. (12)
10.6 -- Warrant certificate granted by the Registrant to Allen dated
June 23, 1993. (1)
10.7(a)-- Warrant certificate granted by the Registrant to Robert L.
Seibert, Director of the Company, dated as of November 8,
1993. (3)
10.7(b)-- Warrant certificate granted by the Registrant to John H.
Wilson III, Director of the Company, dated as of November 8,
1993. (3)
10.7(c)-- Warrant certificate granted by the Registrant to Harold
Holland, Director of the Company, dated as of July 8, 1994.
(9)
10.8 -- Warrant certificate granted by the Registrant to John H.
Josephson, Director of the Company, dated as of June 16,
1993. (11)
10.9(a)-- Warrant certificate granted by the Registrant to John H.
Josephson, Director of the Company, dated as of November 18,
1994. (11)
10.9(b)-- Warrant certificate granted by the Registrant to John H.
Wilson III, Director of the Company, dated as of November
18, 1994. (11)
10.10 -- Option certificate granted by the Registrant to Evan Holland,
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President of ArtMold, dated as of July 8, 1994. (6)
10.11 -- Standard Industrial Lease -- Net dated December 29, 1988, as
amended by certain letters dated October 15, 1991 and
October 22, 1991, by and between Sylvan R. Hansen and Barlow
Specialty Advertising, Inc. relating to certain property
located at 2318 Pontius Avenue, Los Angeles, California, and
assigned to Barlow Promotional Products, Inc. as of May 19,
1992. (1)
10.12 -- Standard Industrial Lease dated May 1, 1978, as amended May 1,
1980, July 22, 1980, April 30, 1984, June 21, 1989, April 26,
1990, April 26, 1991 and March 31, 1992, by and among Abram
Mansour and Granet Industries, Inc. and assigned to BSA,
relating to Industries, Inc. and assigned to BSA, relating to
certain property located at 2330 Pontius Avenue, Los Angeles,
California, and assigned to Barlow Promotional Products, Inc.
as of May 19, 1992. (1)
10.13 -- Two Leases dated December 26, 1990 by and between Southern
Pacific Transportation Company and Barlow Specialty
Advertising Inc. relating to certain property located at 2330
Pontius Avenue, Los Angeles, California, and assigned to
Barlow Promotional Products, Inc. as of May 19, 1992. (1)
10.14 -- Lease dated March 26, 1973 by and between Don E. Harley
Associates, Inc., and Arthur Salm, Inc., assigned to Exchange
National Bank of Chicago on June 12, 1973, assigned to Barlow
Specialty Advertising, Inc. in June 1986, and assigned to
Barlow Promotional Products, Inc. as of May 19, 1992. (1)
10.15 -- Lease Agreement by and between Wulfe Investments and Radio
Cap Company, Inc. commencing August 1, 1992 relating to
certain property located at 817 North Frio in San Antonio,
Texas. (1)
10.16 -- Lease Agreement by and between the Utah State Retirement Fund
and Radio Cap Company, Inc. entered into November 17, 1992
relating to the space at Rittiman East Business Park, Building
12 at 5519 Business Park in San Antonio. (1)
10.17 -- Lease Agreement by and between Joseph S. Scher, not
individually, but as Trustee under the Joseph S. Scher Trust
dated April 5, 1993, and Key Acquisition Corp., dated as of
May 1, 1994. (5)
10.18 -- Sublease by and between MM Realty Associates II, dated
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November 1, 1981; First Amendment to Sublease by and between
MM Realty Associates II, dated March 1, 1983; Second
Amendment to Sublease by and between Cranston Partnership
(formerly MM Realty Associates II), dated September 1, 1986
and Assignment of and Third Amendment to Sublease by and
between Cranston Partnership, Measured Marketing Services,
Inc. and ArtMold Products Corporation, dated March 1, 1992.
(5)
10.19 -- Asset Purchase Agreement dated March 1, 1995 among The Bob
Allen Companies, Inc., Robert E. Allen, Ruth E. Allen, Matthew
R. Allen, BA Acquisition, Inc. and the Registrant. (7)
10.20 -- Asset Purchase Agreement dated as of May 5, 1995 among
Designer Plastics, Inc., Peter Erenfeld, Mary Erenfeld,
Air-Tex Corporation and the Registrant. (8)
10.21 -- Asset Purchase Agreement dated July 28, 1995 among PAJ, Inc.
(formerly BTS Group), Peter B. Akers, Allen E. Ferris, James
R. Smith, Barlow Promotional Products, Inc. and the
Registrant. (10)
10.22 -- Asset Purchase Agreement dated January 22, 1996 among
TEE-OFF Enterprises, Inc., James and Vicki Schmidt, ArtMold
Products Corporation and the Company. (13)
10.23 -- Asset Purchase Agreement dated April 1, 1996 among
Alpha Products, Inc., Aladdin Industries, Incorporated, Radio
Company, Inc. and Norwood Promotional Products, Inc. (14)
10.24 -- Amended and Restated Credit Agreement dated as of July 27,
1995 among The Frost National Bank, The Boatmen's National
Bank of St. Louis, Banque Paribas and the Registrant. (9)
10.25 -- Office Sublease dated May 1995 between the Registrant and
Frito Lay, Inc. (11)
10.26 -- Standard Industrial Commercial -- Tenant Lease -- Net
effective as of November 20, 1995 between Key Industries,
Inc. and Harris/Newell Family Partnership. (11)
10.27 -- Asset Purchase Agreement dated as of November 17, 1995 among
Ocean Specialty Manufacturing Corporation, Steve Sherlin, Ron
Silverstein, Key Industries, Inc. and the Registrant. (11)
10.28 -- Registration Rights Agreement dated as of March 1, 1995 among
the Registrant, The Bob Allen Companies, Inc. and Matthew R.
Allen. (11)
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10.29 -- Standard Industrial Commercial -- Tenant Lease -- Net
effective as of February 22, 1996 between Barlow Promotional
Products, Inc. and AMG Holding, Inc. (15)
11.0 -- Computation of per share earnings. *
21.0 -- Subsidiaries of the Registrant. (11)
27.0 -- Financial data schedule. *
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* Filed with this Report.
(1) Previously filed as an Exhibit to the Registrant's Registration
Statement on Form S-1 (File No. 33-61740) filed with the Securities
and Exchange Commission on June 16, 1993 and incorporated herein by
reference.
(2) Previously filed as an Exhibit to the Registrant's Registration
Statement on Form S-8 filed with the Securities and Exchange Commission
on December 3, 1993 and incorporated herein by reference.
(3) Previously filed as an Exhibit to the Registrant's Form 10-Q for the
quarter ended November 27, 1993 filed with the Securities and
Exchange Commission on January 10, 1994 and incorporated herein by
reference.
(4) Previously filed as an Exhibit to the Registrant's Registration
Statement on Form S-8 filed with the Securities and Exchange
Commission on July 7, 1995 and incorporated herein by reference.
(5) Previously filed as an Exhibit to the Registrant's Form 8-K filed with
the Securities and Exchange Commission on May 14, 1994 and
incorporated herein by reference.
(6) Previously Filed as an Exhibit to the Registrant's Form 8-K filed with
the Securities and Exchange Commission on July 15, 1994.
(7) Previously filed as an Exhibit to the Registrant's Form 8-K filed with
the Securities and Exchange Commission on March 15, 1995.
(8) Previously filed as an Exhibit to the Registrant's Form 8-K filed with
the Securities and Exchange Commission on June 26, 1995.
(9) Previously filed as an Exhibit to the Registrant's Form 8-K filed with
the Securities and Exchange Commission on August 10, 1995.
(10) Previously filed as an Exhibit to the Registrant's Form 8-K filed with
the Securities and Exchange Commission on August 10, 1995.
(11) Previously filed as an Exhibit to the Registrant's Registration
Statement on Form S-1 filed with the Securities and Exchange Commission
on October 17, 1995, as amended by Amendment No. 1 filed with the
Securities and Exchange Commission on November 24, 1995.
(12) Previously filed as an Exhibit to the Registrant's Registration
Statement on Form S-8 filed with the Securities and Exchange Commission
on December 29, 1995.
(13) Previously filed as an Exhibit to the Registrant's Form 8-K filed with
the Securities and Exchange
15
16
Commission on February 2, 1996.
(14) Previously filed as an Exhibit to the Registrant's Form 8-K filed with
the Securities and Exchange Commission on April 16, 1996.
(15) Previously filed as an Exhibit to the Registrant's Form 10-Q filed
with the Securities and Exchange Commission on April 16, 1996.
16
17
6 (b) Reports on Form 8-K:
The following is the date and description of the events reported on Forms
8-K filed during the third quarter of 1996:
Date of Earliest Event
Reported on Form 8-K Description
-------------------- -----------
January 23, 1996 The Company caused its subsidiary,
ArtMold Products Corporation, a
Delaware corporation, to acquire
substantially all of the assets of
TEE-OFF Enterprises, Inc., a
Wisconsin corporation.
April 1, 1996 The Company caused its subsidiary,
Radio Cap Company, Inc., a Delaware
corporation, to acquire substantially
all of the assets of Alpha Products,
Inc., a Georgia corporation.
17
18
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Norwood Promotional Products, Inc.
-------------------------------------------------
(Registrant)
Date: July 15, 1996 /s/ J. Max Waits
-------------------------------------------------
J. Max Waits
Secretary, Treasurer and Chief Financial Officer
18
19
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
3.1 -- Articles of Incorporation of the Registrant, as amended.(1)
3.2 -- Bylaws of the Registrant, as amended.(11)
4.0 -- Specimen stock certificate evidencing the Common Stock.(1)
10.0 -- Amended and Restated 1989 Incentive Stock Option Plan of the
Registrant dated October 3, 1989.(2)
10.1 -- 1993 Non-qualified Stock Option Plan of the Registrant dated
June 4, 1993.(1)
10.2 -- 1993 Non-Employee Director Stock Purchase Plan of the
Registrant dated November 8, 1993.(3)
10.3 -- 1994 Incentive Stock Compensation Plan of the Registrant
dated November 14, 1994.(4)
10.4 -- Employee Stock Purchase Plan of the Registrant dated May 18,
1995, as amended and restated effective as of May 9, 1996. *
10.5 -- Employee 401 (k) Plan, dated as of October 1, 1995, as
amended.(12)
10.6 -- Warrant certificate granted by the Registrant to Allen and
Company, Incorporated, dated June 23,1993.(1)
10.7(a) -- Warrant certificate granted by the Registrant to Robert L.
Seibert, Director of the Company, dated as of November 8,
1993.(3)
10.7(b) -- Warrant certificate granted by the Registrant to John H.
Wilson III, Director of the Company, dated as of November 8,
1993.(3)
10.7(c) -- Warrant certificate granted by the Registrant to Harold
Holland, Director of the Company, dated as of July 8, 1994.(9)
10.8 -- Warrant certificate granted by the Registrant to John H.
Josephson, Director of the Company, dated as of June 16,
1993 .(11)
10.9(a) -- Warrant certificate granted by the Registrant to John H.
Josephson, Director of the Company, dated as of November 18,
1994.(11)
10.9(b) -- Warrant certificate granted by the Registrant to John H.
Wilson III, Director of the Company, dated as of November 18,
1994.(11)
10.10 -- Option certificate granted by the Registrant to Evan Holland,
President of ArtMold, dated as of July 8, 1994.(6)
10.11 -- Standard Industrial Lease -- Net dated December 29, 1988, as
amended by certain letters dated October 15, 1991 and October
22, 1991, by and between Sylvan R. Hansen and Barlow Specialty
Advertising, Inc.
20
INDEX TO EXHIBITS
relating to certain property located at 2318 Pontius Avenue,
Los Angeles, California, and assigned to Barlow Promotional
Products, Inc. as of May 19, 1992.(1)
10.12 -- Standard Industrial Lease dated May 1, 1978, as amended May
1, 1980, July 22, 1980, April 30, 1984, June 21, 1989, April
26, 1990, April 26, 1991 and March 31, 1992, by and among
Abram Mansour andGranet Industries, Inc. and assigned to BSA,
relating to certain property located at 2330 Pontius Avenue,
Los Angeles, California, and assigned to Barlow Promotional
Products, Inc. as of May 19, 1992.(1)
10.13 -- Two Leases dated December 26, 1990 by and between Southern
Pacific Transportation Company and Barlow Specialty
Advertising, Inc. relating to certain property located at
2330 Pontius Avenue, Los Angeles, California, and assigned to
Barlow Promotional Products, Inc. as of May 19, 1992.(1)
10.14 -- Lease dated March 26, 1973 by and between Don E. Harley
Associates, Inc., and Arthur Salm, Inc, assigned to Exchange
National Bank of Chicago on June 12, 1973, assigned to Barlow
Specialty Advertising, Inc. in June 1986, and assigned to
Barlow Promotional Products, Inc. as of May 19, 1992.(1)
10.15 -- Lease Agreement by and between Wulfe Investments and Radio
Cap Company, Inc. commencing August 1, 1992 relating to
certain property located at 817 North Frio in San Antonio,
Texas.(1)
10.16 -- Lease Agreement by and between the Utah State Retirement Fund
and Radio Cap Company, Inc. entered into November 17, 1992
relating to the space at Rittiman East Business Park,
Building 12 at 5519 Business Park in San Antonio. (1)
10.17 -- Lease Agreement by and between Joseph S. Scher, not
individually, but as Trustee under the Joseph S. Scher Trust
dated April 5, 1993, and Key Acquisition Corp., dated as of
May 1, 1994.(5)
10.18 -- Sublease by and between MM Realty Associates II, dated
November 1, 1981; First Amendment to Sublease by and between
MM Realty Associates II, dated March 1, 1983; Second
Amendment to Sublease by and between Cranston Partnership
(Associates II)formerly MM Realty, dated September 1, 1986
and Assignment of and Third Amendment to Sublease by and
between Cranston Partnership,
21
INDEX TO EXHIBITS
Measured Marketing Services, Inc. and ArtMold Products
Corpration dated March 1, 1992.(5)
10.19 -- Asset Purchase Agreement dated March 1, 1995 among The Bob
Allen Companies, Inc., Robert E. Allen, Ruth E. Allen, Matthew
R. Allen, BA Acquisition, Inc. and the Registrant. (7)
10.20 -- Asset Purchase Agreement dated as of May 5, 1995 among
Designer Plastics, Inc., Peter Erenfeld, Mary Erenfeld,
Air-Tex Corporation and the Registrant. (8)
10.21 -- Asset Purchase Agreement dated July 28, 1995 among PAJ, Inc.
(formerly BTS Group), Peter B. Akers, Allen E. Ferris, James
R. Smith, Barlow Promotional Products, Inc. and the
Registrant. (10)
10.22 -- Asset Purchase Agreement dated January 22, 1996 among
TEE-OFF Enterprises, Inc., James and Vicki Schmidt, ArtMold
Products Corporation and the Company. (13)
10.23 -- Asset Purchase Agreement dated April 1, 1996 among
Alpha Products, Inc., Aladdin Industries, Incorporated, Radio
Company, Inc. and Norwood Promotional Products, Inc. (14)
10.24 -- Amended and Restated Credit Agreement dated as of July 27,
1995 among The Frost National Bank, The Boatmen's National
Bank of St. Louis, Banque Paribas and the Registrant. (9)
10.25 -- Office Sublease dated May 1995 between the Registrant and
Frito Lay, Inc. (11)
10.26 -- Standard Industrial Commercial -- Tenant Lease -- Net
effective as of November 20, 1995 between Key Industries,
Inc. and Harris/Newell Family Partnership. (11)
10.27 -- Asset Purchase Agreement dated as of November 17, 1995 among
Ocean Specialty Manufacturing Corporation, Steve Sherlin, Ron
Silverstein, Key Industries, Inc. and the Registrant. (11)
10.28 -- Registration Rights Agreement dated as of March 1, 1995 among
the Registrant, The Bob Allen Companies, Inc. and Matthew R.
Allen. (11)
10.29 -- Standard Industrial Commercial -- Tenant Lease -- Net
effective as of February 22, 1996 between Barlow Promotional
Products, Inc. and AMG Holding, Inc. (15)
11.0 -- Computation of per share earnings. *
21.0 -- Subsidiaries of the Registrant. (11)
27.0 -- Financial data schedule. *
- -------------------------
* Filed with this Report.
22
(1) Previously filed as an Exhibit to the Registrant's Registration
Statement on Form S-1 (File No. 33-61740) filed with the Securities
and Exchange Commission on June 16, 1993 and incorporated herein by
reference.
(2) Previously filed as an Exhibit to the Registrant's Registration
Statement on Form S-8 filed with the Securities and Exchange
Commission on December 3, 1993 and incorporated herein by reference.
(3) Previously filed as an Exhibit to the Registrant's Form 10-Q for the
quarter ended November 27, 1993 filed with the Securities and Exchange
Commission on January 10, 1994 and incorporated herein by reference.
(4) Previously filed as an Exhibit to the Registrant's Registration
Statement on Form S-8 filed with the Securities and Exchange
Commission on July 7, 1995 and incorporated herein by reference.
(5) Previously filed as an Exhibit to the Registrant's Form 8-K filed with
the Securities and Exchange Commission on May 14, 1994 and
incorporated herein by reference.
(6) Previously Filed as an Exhibit to the Registrant's Form 8-K filed with
the Securities and Exchange Commission on July 15, 1994.
(7) Previously filed as an Exhibit to the Registrant's Form 8-K filed with
the Securities and Exchange Commission on March 15, 1995.
(8) Previously filed as an Exhibit to the Registrant's Form 8-K filed with
the Securities and Exchange Commission on June 26, 1995.
(9) Previously filed as an Exhibit to the Registrant's Form 8-K filed with
the Securities and Exchange Commission on August 10, 1995.
(10) Previously filed as an Exhibit to the Registrant's Form 8-K filed with
the Securities and Exchange Commission on August 10, 1995.
(11) Previously filed as an Exhibit to the Registrant's Registration
Statement on Form S-1 filed with the Securities and Exchange
Commission on October 17, 1995, as amended by Amendment No. 1 filed
with the Securities and Exchange Commission on November 24, 1995.
(12) Previously filed as an Exhibit to the Registrant's Registration
Statement on Form S-8 Filed with the Securities and Exchange
Commission on December 29, 1995.
(13) Previously filed as an Exhibit to the Registrant's Form 8-K filed with
the Securities and Exchange Commission on February 2, 1996.
(14) Previously filed as an Exhibit to the Registrant's Form 8-K filed with
the Securities and Exchange Commission on April 16, 1996.
(15) Previously filed as an Exhibit to the Registrant's Form 10-Q filed
with the Securities and Exchange Commission on April 16, 1996.